Hu Bin

About Hu Bin

Hu Bin, age 54, is an independent director of FiEE, Inc. and currently serves as Chairman of the Board; he joined the Board in April 2025 and graduated from the Suzhou Academy of Arts in 1989 . He was determined independent under Nasdaq rules by the Board despite a disclosed family relationship (niece) with the Company’s CFO, and he is not designated as the Board’s financial expert . Prior to joining FiEE’s Board, he was a long-time operator in advertising/design and tourism, and he currently also serves as a director of DC International Service Trade GmbH (since Dec 2024) .

Past Roles

External Roles

Board Governance

• Board leadership: Independent Chairman of the Board (separate from CEO); no Lead Independent Director designated .
• Committees: Member of Audit (Chair: David Natan), Compensation (Chair: Chan Oi Fat), and Nominating & Corporate Governance (Chair: Chan Oi Fat) .
• Independence: Board determined Hu Bin is independent under Nasdaq Rule 5605(a)(2) .
• Attendance context: In 2024 (pre-Hu tenure), the Board held 35 meetings; all directors met 75%+ attendance except Jeremy Hitchcock; Audit Committee met eight times; Nominating & Corporate Governance and Compensation Committees held no meetings in 2024 .
• Risk oversight: Oversight primarily via committees; Audit reviews related-party transactions and financial controls .
• 2025 shareholder vote outcomes: Hu Bin re/elected with 4,091,770 For, 2,309 Withheld, 606,151 Broker Non-Votes (Oct 27, 2025) . Say‑on‑pay also passed (4,077,228 For; 13,067 Against; 3,784 Abstain; 606,151 Broker Non‑Votes) .

2025 Director Election Votes (select director)

Fixed Compensation

Context: In separate director agreements, David Natan and Chan Oi Fat also receive $12,500 per quarter and are eligible to receive 100,000 common shares if terminated without cause or upon completing one year of service—this equity feature was not included in Hu Bin’s agreement .

Performance Compensation

• No performance-based director compensation disclosed for Hu Bin in his 2025 Director Agreement (cash retainer only) .
• The FiEE 2025 Equity Incentive Plan (approved Oct 27, 2025) permits grants to directors but no Hu Bin-specific awards are disclosed; plan includes minimum 1-year vesting (with limited exceptions), no single-trigger vesting on change in control, anti-repricing, and clawback provisions .

Other Directorships & Interlocks

Expertise & Qualifications

• Background in advertising/design and 3D animation; long tenure as operator and freelancer in tourism; Board chair experience at FiEE .
• Not the designated “audit committee financial expert” (that role is held by David Natan) .
• Governance competence areas include board leadership, multi-committee membership, and risk oversight via Audit participation .

Equity Ownership

Notes:

• On May 9, 2025, Hu Bin purchased 853,659 common shares for $1,400,000 (Company Securities Purchase Agreement) .
• Beneficial ownership includes as-converted preferred and warrants exercisable within 60 days as per SEC rules .

Related Party Transactions (Conflict Review)

• Hu Bin Securities Purchase Agreement: On May 9, 2025, FiEE sold 853,659 common shares to Hu Bin for $1,400,000—a related-party transaction given his directorship .
• Broader insider transactions: The February–May 2025 transactions among Cao Yu, Hu Bin, Youxin Consulting Limited, and David Lazar involved sales of preferred stock, common shares, warrants, receivables, and a convertible note restructuring; Board sought shareholder approval for conversions/warrants at the 2025 Annual Meeting .

Policy Environment (Alignment & Risk Controls)

• Insider trading policy (adopted May 30, 2025) prohibits short sales; the Company does not currently have a hedging policy (lack of a formal hedging prohibition is an investor-alignment risk) .
• 2025 Equity Plan governance features: minimum 1‑year vesting (with limited exceptions), no evergreen, no liberal share recycling, no single-trigger vesting, anti‑repricing, and clawback mechanisms .

Governance Assessment

• Positives:

  • Independent Chairman structure separates Board leadership from management; Hu Bin serves as independent Chair .
  • Significant “skin in the game” with ~36.5% beneficial ownership (mix of common, as‑converted preferred, and warrants), including a $1.4M direct purchase—strong alignment with shareholders .
  • Service on all key committees supports oversight breadth; Audit Committee has an identified financial expert (David Natan) .

• Watch items / RED FLAGS:

  • Family relationship: CFO (Cao Yu) is Hu Bin’s niece. While the Board determined independence under Nasdaq rules, this is a potential conflict—especially given Hu’s service on the Compensation and Nominating & Governance Committees that can influence oversight of a related executive .
  • Related-party share purchase: Hu Bin’s $1.4M insider purchase increases alignment but introduces conflict optics; robust Audit Committee oversight of related-party transactions is essential .
  • Committee activity baseline: In 2024 (pre-Hu tenure), Nominating & Governance and Compensation Committees held no meetings, suggesting historical governance-process rebuilding may be needed; sustained regular committee cadence going forward would strengthen investor confidence .
  • Policy gap: No hedging policy disclosed (only short sales prohibition), which is below many governance best practices .
  • Concentrated ownership: While aligned, Hu Bin’s substantial stake and Board chair role may concentrate influence; continued presence of independent financial expert and multi-director committees should counterbalance .

• Shareholder sentiment signals:

  • Strong support for Hu Bin’s election (4,091,770 For vs. 2,309 Withheld) and for Say‑on‑Pay (4,077,228 For), indicating near-term investor acceptance of governance/compensation proposals in 2025 .